Good Samaritan Foundation

“Legacy Health (Legacy) provides management services for all of its affiliated companies which includes, accounting, purchasing, contracting, legal, human resources, information technology, billing, facilities, budgeting, transcription, security, public relations, strategic planning, organization development.”

“The Good Samaritan Foundation amended and restated its bylaws to reflect a structure and governance policies consistent with those of Legacy Health and to have better community representation on its board.”

“Legacy Good Samaritan Hospital & Medical Center(LGSHMC) is the sole member of Good Samaritan Foundation.”

“The LGSHMC Board of Directors approves trustees appointed to the Foundation Board.”

“The LGSHMC Board of Directors has discretion to review any proposed transactions of the Foundation which the Board deems to involve significant questions of policy or which would have a substantial impact, financial or otherwise, upon the Foundation or LGSHMC.LGSHMC can approve or disapprove any such transaction.”

“The Foundation Board received a copy of the 990 return prior to filing. The Board receives a memorandum with the return highlighting key areas. The return is prepared with the assistance of the Legacy Health Foundation Accountants and the Foundation Staff. Review of the conflict of interest, compensation or other disclosures is reviewed by the Legacy Health Audit and Compensation committees.”

“The following is a summary of Legacy's policy and procedures for conflict of interest disclosure, monitoring and resolution.All Legacy employees and non-employees in leadership positions (e.g., Board members, Foundation Trustees, Medical Directors) are required to disclose potential conflicts of interest as the conflict arises. All employees are required to disclose any conflict of interest per the Standard of Conduct policy. Certain groups have annual formal disclosure requirements, Executives and non-employees in leadership positions complete the Conflict Disclosure Statement from the Standards of Conduct policy annually. Officers, Directors, Trustees, Key and Highly Compensated employees are also required to complete a questionnaire covering business relationships, business transactions with interested parties, loans and grants. Conflict Disclosure Statements and questionnaires are returned to Legacy Corporate Compliance or Tax Departments for review of the disclosure. If a conflict is disclosed, or identified through any other means, Legacy Corporate Compliance ensures that management mitigates the risk (e.g., discontinues relationship with vendor, segregates responsibilities, recuses Board member from voting in area of conflict) and that the conflict and mitigation steps are reported to the appropriate level (e.g., Compliance Committee, Audit Committee of the Board).”

“The following describes the compensation practices of Legacy and its affiliates.Executive compensation for Legacy is designed to recruit, retain and motivate qualified senior management personnel. The comprehensive compensation plan is designed for positions that have a significant impact on the high-level strategic and policy direction of Legacy and its affiliates.Base pay and total compensation (including incentive compensation) for similar positions is established at a level comparable to market compensation for healthcare organizations. External consultants are regularly used to review published compensation surveys of comparable organizations and comparable benchmark positions in the market. The Compensation Committee of the Board of Directors, none of whom is a Legacy employee, reviews the compensation for key executive positions. The Committee oversees the system's governance procedures with respect to the evaluation of reasonableness of compensation. The Committee reports to the Board in sufficient detail to enable the entire Board to take such actions as are required to obtain the rebuttable presumption of reasonableness. The Compensation Committee also reviews tax-reporting disclosures.”

“Legacy Health's audited and interim consolidated financial statements are publicly available on the Electronic Municipal Market Access(EMMA) (www.emma.msrb.org) and DAC Bond (www.dacbond.com) websites. Legacy's audited consolidated financial statements include consolidating schedules which highlights the Legacy Foundations's financial results.When changes are made to the GSF Articles or Bylaws, GSF discloses and attaches copies to the IRS Form 990, which are publicly available by request or on various public websites such as Guidestar(www.guidestar.org). Other governing documents are not available to the public.”

“Good Samaritan Foundation (GSF) participates in the Legacy investment pooled funds which include professionally managed equity and fixed income securities in both separately managed portfolios and commingled investment accounts. Investment returns are prorated according to each affiliate's share of the pool.”

“Legacy Health (Legacy), EIN 23-7426300, the parent organization for all Legacy Affiliates, pays for all management, general and fundraising expenses of its affiliated foundations. This includes salaries, payments to external contractors, supplies, office equipment, and other administrative expenses. The expenses paid by Legacy are donated to the Foundations as institutional support. This institutional support is included as both revenue and expense on the Foundation's internal financial statements but is not included for Form 990 reporting purposes. Because of this arrangement, there are no management and fundraising expenses, number of employees, employee compensation, or payment to independent contractors reflected on the Foundation's return. The only expenditures, other than grants, are certain special event expenses which are not donated by Legacy but are paid directly by the Foundation and reported on Form 990, part VIII, line 8B. The amount donated by Legacy to Good Samaritian Foundation for the year ended 3/31/14 to cover management, general and fundraising expenses was $901,790.”